Annual Report and Accounts 2010 and Notice of 2011 Annual General Meeting

Trinity Mirror plc (the "Company") announces that it has today published its Annual Report and Accounts 2010 and Notice of Annual General Meeting 2011.

The documents below have been sent to shareholders and have been submitted to the UK Listing Authority for publication through the National Storage Mechanism where they will shortly be available for inspection at www.hemscott.com/nsm/do.

The Company's 2011 Annual General Meeting will be held at Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9HS on Thursday, 12 May 2011 at 11.00 am.

In accordance with Disclosure and Transparency Rule 6.3.5, extracted below from the Annual Report and Accounts is a management report in full unedited text which contains a responsibility statement, principal risk factors and details of related party transactions. Accordingly, page numbers refer to those in the Annual Report and Accounts. This information should be read in conjunction with the Company's Preliminary Announcement of its Financial Results which was announced on 3 March 2011. This material is not a substitute for reading the full 2010 Annual Report and Accounts.

UNEDITED EXTRACT FROM ANNUAL REPORT AND ACCOUNTS FOR THE 52 WEEKS ENDED 2 JANUARY 2011

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors confirm to the best of their knowledge:

- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

- the Business review, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

RISKS AND UNCERTAINTIES

There is an ongoing process for the identification, evaluation and management of the significant risks faced by the Group. This is described in the internal control section of the Corporate governance report on page 44. The key risks are described below:

Operational

We will maximise the value and profitability of our print brands and have reviewed our portfolio. This has led to the launch of new or enhanced publications and the closure or disposal of unprofitable titles. We continue to strive for growth in our digital audiences by the launch and development of online brands including websites and

mobile sites. We are also growing our other revenue streams such as contract print where we utilise spare capacity and are now the largest contract printer of newspapers in the UK.

Macro economy

The fragile economic environment may have an adverse effect on the Group's financial performance. We have reviewed all aspects of our business and invested in the modernisation of business processes and structures, including new operating models and technology to provide a stronger platform for long-term growth. Together with tight management of the cost base, this has placed us in a robust financial position.

Organisation and people

The ability to execute and implement our strategic and business plans relies on the appropriate Group structure, culture and availability of talent. We continue to invest in learning and development including a leadership programme for our senior managers and a talent development programme for our managers of the future.

Advertising

The loss of major clients or reduction in a sector may adversely affect advertising, which is a significant proportion of our revenue. We are not overly reliant on any single customer or sector but have been impacted by the downturn being experienced by the UK and by the potential long-term impact on key classified revenues arising from media fragmentation. We are investing in our advertising functions using state-of-the-art technology to improve customer service by offering increased flexibility such as online booking of advertisements. We have strengthened our online presence through acquisitions and the continuing launch of new digital brands.

Circulation

We may experience loss of readership due to competitor activity and the impact of media fragmentation. Our approach is to continue to focus on sustainable returns and appropriate levels of investment in our titles. We have invested in colour presses giving full colour across the network and continue to invest in editorial content and marketing.

Key suppliers

We have a number of key suppliers (in particular newsprint) which if they were unable to meet their obligations to the Group could result in disruption. We use a spread and mix of suppliers to reduce dependency on specific sources or locations.

Market and technological changes

Structural change in the market or the emergence of new technologies may lead to loss of revenue or profit. In addition to our existing wide portfolio of webites we are making investments to provide the appropriate platform for the business to drive more diversified revenue streams across multiple media channels. The investments include a customer relationship management system and a new digital content management system which enables more efficient publication of content across different devices.

Pensions

Pension deficits may grow at such a rate so that the annual cash funding consumes a disproportionate level of operating cash flow. Although this is carefully monitored and there are regular reviews with trustees, there are a number of factors which are outside our control, including interest rates, inflation rates, mortality and regulatory change. This, together with the slowdown in the global economy and its impact on our business and investment returns, has material implications for future pension scheme funding and could adversely impact the Group and its ability to fund past service provision. To reduce the volatility of pension scheme liabilities and achieve more certainty in the cost of future pension provision, the Group closed the defined benefit pension schemes to future accrual from 31 March 2010.

Business continuity

We are dependent on our technology, networks and manufacturing capability and we have invested in our network resilience and manufacturing infrastructure. Business continuity plans are regularly reviewed and they are updated to reflect changes in operations and systems. We have insurance to cover property damage and business interruption.

Environmental

Key risks are described in the Corporate responsibility report on pages 31 to 39.

Treasury

The key risks arising from our activities and our financing facilities are liquidity, financing and interest rates, foreign currency and covenants. Further details are provided in note 34 to the consolidated financial statements. The treasury policies for managing these risks were approved by the Board in March 2001. An updated Treasury Policy was issued in 2010. The policies are summarised below:

Liquidity risk

Our policy is to ensure continuity of funding and flexibility. Debt maturities are spread over a wide range of dates, thereby ensuring that we are not exposed to excessive refinancing risk in any one year. The maturity profile of debt outstanding at the year end is summarised on page 28. Our liquidity risk arises from timing differences between cash inflows and outflows. These risks are managed through unutilised committed and uncommitted credit facilities. It is our policy to maintain sufficient cash balances and committed facilities to meet anticipated funding requirements. These resources, together with the expected future cash flows to be generated by the business, are regarded as sufficient to meet the anticipated funding requirements of the Group for at least the next 12 months.

Financing and interest rate risk

Our exposure to interest rate risk is managed through the use of interest rate swaps, options, caps and forward rate agreements. Hedging transactions are undertaken after a review of the effect on profit after tax of a range of interest rate assumptions and probabilities, determined by reference to the general economic climate and market forecasts for interest rates.

Foreign currency risk

Less than 2% of the Group's turnover and operating costs are generated in currencies other than sterling. Given the minimal impact on profit after tax of fluctuations in foreign currencies, we trade foreign currencies at spot rates. The payment of interest and capital on borrowings denominated in foreign currencies is fully hedged through cross-currency interest rate swaps. Whilst a substantial proportion of our newsprint supplies are sourced from outside the UK, the prices are agreed in sterling. The sterling prices are impacted to some extent by foreign currency movements.

Covenants risk

We seek to maintain standard terms for all our financial covenants where possible. Our covenants are monitored on an ongoing basis with formal testing of financial covenants at each reporting date. The Company continues to comply with all borrowing and financial covenant obligations.

RELATED PARTY TRANSACTIONS

The immediate parent and controlling party of the Group is Trinity Mirror plc. Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Transactions with the retirement benefit schemes are disclosed in note 33. Details of other related party transactions are disclosed below.

Trading transactions

The Group traded with the following associated undertakings and joint ventures: PA Group Limited and fish4 Limited (up to 13 October 2010). This trade generated revenue of £nil (2009: £nil) and the Group incurred charges for services received of £4.5 million (2009: £4.9 million). Financial support of £nil (2009: £0.5 million) was provided during the period. Sales of goods and services to related parties were made at the Group's usual list prices less average volume discounts. Purchases were made at market prices discounted to reflect volume purchase and the relationship between the parties. Any outstanding amounts will be settled by cash payment.

Compensation of key management personnel

Key management personnel of the Group comprise the non-executive directors and members of the Executive Committee (which includes all of the executive directors) and their remuneration during the period was as follows:

2010

£m

2009

£m

Short-term employee benefits

5.1

5.4

Retirement benefits

0.7

0.7

Share-based payments in the period

1.2

1.4

Termination of employment payments

-

0.3

7.0

7.8

The remuneration of directors and other key executives is determined by the Remuneration Committee having regard to competitive market position and performance of individuals. Further information regarding the remuneration of individual directors is provided in the Remuneration Report on pages 47 to 52.